Grant Thornton to Acquire CBIZ for 5 Billion Dollars in Record Deal
Chicago, Wednesday, 29 July 2026.
Grant Thornton Advisors will acquire CBIZ in an landmark $5 billion all-cash deal, creating the fifth-largest corporate tax and advisory firm in the United States.
Transaction Overview and Valuation
Grant Thornton Advisors LLC has entered a definitive agreement to acquire CBIZ, Inc. (NYSE: CBZ) in an all-cash transaction valued at approximately $5 billion [1]. The announcement was made on July 28, 2026, with a joint press release issued on July 29, 2026 [2]. Under the terms of the merger agreement, CBIZ shareholders are set to receive $55.00 per share in cash [1]. This offer price represents a premium of approximately 54% over the company’s 30-day volume-weighted average share price [2]. Based on the stated premium, the implied 30-day volume-weighted average share price is 35.714 [1]. The transaction is backed by private equity firm New Mountain Capital, which previously initiated a strategic growth investment in Grant Thornton Advisors in May 2024 [2]. This deal marks the largest transaction of its kind in the accounting sector in more than 25 years [2].
Strategic Market Position
Upon closing, the combined entity is expected to become the fifth-largest professional services, tax, and advisory provider in the United States [2]. The multinational platform will generate nearly $7.5 billion in total revenue and employ more than 34,500 professionals globally [1]. The combined footprint will span over 20 countries and territories [4]. A key component of the strategic rationale involves leveraging Grant Thornton’s previously announced $1 billion investment in AI and advanced technologies [2]. New Mountain Capital managing directors stated the acquisition allows Grant Thornton to bring its market-leading AI platform deeper into the market [1]. Additionally, Grant Thornton Advisors plans to spin off CBIZ’s Benefits and Insurance Services segment into a new, separate entity backed by New Mountain Capital following the acquisition [2]. This separation aims to create a new leading firm dedicated to insurance, retirement, and payroll services [1].
CBIZ Financial Performance
Concurrent with the deal announcement, CBIZ reported financial results for the second quarter and first half of 2026 [5]. For the three months ended June 30, 2026, CBIZ reported revenue of $682.2 million, a decrease of 0.2% compared to the same period in 2025 [5]. Net income for the quarter fell to $18.6 million, down 55.6% from the prior year period [5]. For the first half of 2026, revenue rose 0.6% to $1.53 billion [5]. Due to the pending transaction, CBIZ has withdrawn its 2026 financial guidance and cancelled its scheduled earnings conference call [5]. The company also noted integration costs related to a previous transaction with Marcum LLP significantly impacted financials, with $14.8 million in integration costs recorded for Q2 2026 [5]. Operating cash flow for the first half of 2026 increased to $122.23 million [5].
Timeline and Regulatory Conditions
The transaction is expected to close in the fourth quarter of 2026, subject to shareholder approval and regulatory clearance [1]. Specifically, the deal requires expiration of the Hart-Scott-Rodino Act antitrust waiting period [2]. CBIZ has initiated a go-shop period to solicit alternative acquisition proposals that expires on August 27, 2026, at 11:59 p.m. Eastern Time [1]. During this period, the company termination fee is reduced to $49,600,000 if a superior proposal is accepted [1]. If the agreement is terminated under other specific circumstances, the company termination fee is set at $107,500,000 [1]. The parent termination fee is set at $198,400,000 [1]. Financing for the acquisition is secured via $5.2 billion in committed equity and debt financing from New Mountain Capital-related funds [1]. CBIZ intends to file a proxy statement on Schedule 14A with the SEC regarding the proposed transaction [2].